(Translation)
April 14, 2016
Dear Sirs:
Name of the Company:

Kewpie Corporation

Representative:

Minesaburo Miyake,
President andRepresentative Director and Officer(Code No. 2809; the first section of the Tokyo Stock Exchange)
Person to contact:

Masato Shinohara,
Officer and General Manager ofOperation Promote Department

Notice of the Result of the Tender Offer by the Company for its Own Shares andthe Completion of the Acquisition by the Company of its Own Shares

Kewpie Corporation (the "Company"), by resolution of its Board of Directors
adopted on March 15, 2016, determined to acquire its own shares pursuant to Article 156,
paragraph 1 of the Companies Act (Law No. 86 of 2005, as amended; hereinafter referred toas the "Companies Act") applied with certain replacement of terms pursuant to Article 459,
paragraph 1 of the said act and the provisions of the Articles of Incorporation of the Company
and a tender offer for its own shares (the "Tender Offer") as a specific means of suchacquisition and had implemented the Tender Offer since March 16, 2016. The Tender Offer
was completed on April 13, 2016. Hence, notice is hereby given as described below.
Notice is also given that with the completion of the Tender Offer, the acquisition by
the Company of its own shares pursuant to the resolution of the Board of Directors adopted on
March 15, 2016 has been completed.
Description
I.

Result of the Tender Offer

1.

Summary of the purchases, etc.:(1)

Name and location of the Tender Offeror:
Kewpie Corporation
4-13, Shibuya 1-chome, Shibuya-ku, Tokyo-1-(2)Type of listed shares to be purchased:
Shares of common stock(3)

Period of the purchases, etc.:(i)

Period of the purchases, etc.:
From Wednesday, March 16, 2016 to Wednesday, April 13, 2016 (20 business days)(ii)

Date of public notice of the commencement of the tender offer:
Wednesday, March 16, 2016

(4)

Price for the purchases, etc.:¥2,239 per share of common stock(5)

Method of settlement:(i)Name and location of the head office of the financial instrument service operator/bank to handle the settlement of the purchases, etc.:
Tender Offer Agent:Daiwa Securities Co. Ltd.

9-1, Marunouchi 1-chome, Chiyoda-ku, Tokyo(ii) Commencement date of settlement:
Wednesday, May 11, 2016(iii) Method of settlement:
A notice of purchase, etc. will be sent by mail to the address or location of each party
who consents to the offer for the purchase of shares or offer to sell the shares inconnection with the Tender Offer ("Holder of Tendered Shares") (in case of a foreign
resident shareholders (including any foreign corporate shareholder; "ForeignShareholder"), to the address or location of his/her standing proxy) without delay
after the expiration of the Tender Offer Period.
Payment for the purchase of the shares will be made in cash. The purchase pricewith the deduction of any applicable withholding tax (see Note below) will, without
delay on or after the commencement date of settlement, be remitted by the Tender
Offer Agent to the place designated by each Holder of Tendered Shares (in case of a-2-Foreign Shareholder, by his/her standing proxy) or paid at the head office or any ofthe branch offices throughout Japan of the Tender Offer Agent where the offer to sell
the shares in the Tender Offer was accepted.
(Note)

With regard to the imposition of taxes on shares purchased pursuant to atender offer:
Please consult with your tax accountant or other professional concerning
specific tax-related questions and make your own determinations.

(a)

Individual shareholders:(i)

In the case where the Holder of Tendered Shares is a resident of Japanor a non-resident of Japan with a permanent establishment in Japan:
If the amount of monies received for tendering and delivering theshares pursuant to the Tender Offer exceeds the amount of the portion
corresponding to the shares that are the basis of the delivery includedin the Tender Offeror's capital (in the case of a consolidated
corporation, the amount of consolidated/non-consolidated capital), theamount of the excess portion is deemed to be dividend income and issubject to the relevant taxation. The deemed dividend income
portion is subject to withholding tax equal to 20.315% (of which,15.315% in income taxes and the special reconstruction income tax
under the Act on Special Measures concerning Securing Financial
Resources Necessary to Implement Measures for Reconstruction in
Response to the Great East Japan Earthquake (Law No. 117 of 2011,as amended; hereinafter referred to as the "Special Reconstruction
Income Tax") and 5% in resident taxes; non-residents of Japan with apermanent establishment in Japan are specially exempt from the 5%resident tax); provided, however, that in the case where a shareholder
is a large shareholder specified in Article 4-6-2, paragraph 12 of theOrder for Enforcement of the Act on Special Measures Concerning
Taxation (Cabinet Order No. 43 of 1957, as amended), 20.42% of thepayment is withheld (for income tax and Special Reconstruction
Income Tax only). Furthermore, the amount of the monies received
for tendering and delivering shares pursuant to the Tender Offer
minus the amount deemed dividend income is income from thetransfer of shares. The amount of income from the transfer of sharesminus acquisition expenses relating to the shares is in principle
subject to separate self-assessment taxation.
In the case where shares in a tax-free account ("Tax-Free Account")
specified in Article 37-14 (Tax exemptions on income from transfers-3-

of small-sum listed shares, etc. on tax-free accounts) of the Special
Taxation Measures Act (Act No. 26 of 1957, as amended) are
tendered pursuant to the Tender Offer and the financial instrument
service operator with which the Tax-Free Account was opened is
Daiwa Securities Co. Ltd., income from the transfer of sharespursuant to the Tender Offer is in principle tax-free. If the Tax-Free
Account was opened with a financial instrument service operator
other than Daiwa Securities Co. Ltd., the treatment described above
may not apply.
(ii)

In the case where the Holder of Tendered Shares is a non-resident ofJapan with no permanent establishment in Japan:
The amount of deemed dividend income is subject to 15.315%
withholding tax (income tax and Special Reconstruction Income Taxonly). If the shareholder is a major shareholder, then the deemeddividends are subject to 20.42% withholding tax (income tax andSpecial Reconstruction Income Tax only). Further, income arisingfrom the transfer of shares is in principle not subject to taxation.

(b)

Corporate shareholders:
If the amount of the Tender Offer Purchase Price exceeds the amount of
capital per share, the excess portion is deemed to be dividends and is subject
to 15.315% withholding tax (income tax and Special Reconstruction IncomeTax only).

2.

Result of the purchases, etc.:(1)

Total number of shares purchased:(2)

Type of shares

Number ofshares planned
to be purchasedExpected
number ofexcess shares

Number oftendered shares

Total number ofsharespurchased

Shares ofcommon stock

2,310,000
shares-2,100,000
shares2,100,000
sharesCalculation upon purchases, etc. in accordance with the proportional allocation
method:Not applicable-4-3.
Places where the copies of the tender offer notification are made available forinspection:
Kewpie Corporation

4-13, Shibuya 1-chome, Shibuya-ku, Tokyo

Tokyo Stock Exchange, Inc.

2-1, Nihonbashi Kabutocho, Chuo-ku, Tokyo

II.

Completion of the acquisition by the Company of its own shares

1.

Details of the acquisition:(1)

Type of shares acquired:
Shares of common stock(2)

Total number of shares acquired:
2,100,000 shares(Note) Ratio to the total number of issued shares: 1.37% (calculation made to threedecimal places, with the result rounded off to the two decimal places)(3)

Aggregate acquisition prices:¥4,701,900,000(Note) The above amount includes no fees or various other expenses payable to theTender Offer Agent.

(4)

Acquisition period:
From Wednesday, March 16, 2016 to Wednesday, April 13, 2016

(5)

Method of acquisition:
By a method of tender offer

With the completion of the Tender Offer, the acquisition by the Company of its own
shares pursuant to Article 156, paragraph 1 of the Companies Act applied with certain
replacement of terms pursuant to Article 459, paragraph 1 of the said act and the provisions ofthe Articles of Incorporation of the Company as adopted by resolution of the Board ofDirectors on March 15, 2016 has been completed.

-5-(For reference)
Details of the resolution of the Board of Directors adopted on March 15, 2016 for theacquisition by the Company of its own shares:(i)Type of shares to be acquired:
Shares of common stock(ii)

Total number of shares to be acquired:(Not exceeding) 2,310,100 shares(Note) Ratio to the total number of issued shares: 1.51% (calculation made to threedecimal places, with the result rounded off to the two decimal places)(iii)

Aggregate acquisition prices:(Not exceeding) ¥5,172,313,900(iv)

Acquisition period:
From Wednesday, March 16, 2016 to Tuesday, May 31, 2016

- END -

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